Course1

2020 Uniform Commercial Code Update

$65.00

The overlapping articles of the UCC impact most business, commercial and real estate transactions.  From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation’s leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing.   Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/24/2020
    Presented
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Course1

Drafting Supply Agreements

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/18/2020
    Presented
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Course1

LIVE REPLAY: "Boilplate" Provisions in Contracts: Overlooked Traps in Every Agreement

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/9/2020
    Presented
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Course1

LLC/Partnerships Interests: Collateral, Pledges, and Security Interests

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/23/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/7/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 1

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/6/2020
    Presented
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Course1

Revenue Share Agreements in Business

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/25/2020
    Presented
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/19/2020
    Presented
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 1

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/18/2020
    Presented
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Course1

"Boilplate" Provisions in Contracts: Overlooked Traps in Every Agreement

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/7/2020
    Presented
SEE MORE
Course1

LIVE REPLAY: Equipment Leases: Drafting & UCC Article 2A Issues

$65.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization. Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/13/2020
    Presented
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Course1

Drafting Business Service Agreements

$65.00

Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies.  Drafting agreements to capture this work is unlike drafting a conventional employment agreement.  It requires a sophisticated understanding of the service, benchmarks for performance and reporting, the protection of highly confidential business information, and much more. The underlying agreement must carefully create the complex interactions of all of these elements for the client to get the benefit of its bargain.  This program will provide you with a practical guide to drafting services agreements in business.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification    Speaker:  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/16/2020
    Presented
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Course1

LIVE REPLAY: 2020 Uniform Commercial Code Update

$65.00

The overlapping articles of the UCC impact most business, commercial and real estate transactions.  From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation’s leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing. Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/15/2020
    Presented
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Course1

The Law of Consignments: How Selling Goods for Others Works

$65.00

In a consignment, the consignor, ships or transfers control of goods to a seller, the consignee, who agrees to market the property to buyers and pay over some portion of the sales proceeds to the consignor. The arrangement involves an intricate set of rights and obligations among the parties. There are also substantial and often overlooked risks, including that the consignee’s creditors may seek to claim a security interest in the consigned property.  If these risks are not properly understood and remedies not carefully considered, the consignor is at risk of loss. This program will provide you to the law of consignments, UCC Article 9 issues and risks, and provide practical tips for drafting consignment agreements. Structure of common consignment transactions Parties, rights and obligations – consignor as creditor, consignee as debtor, creditors Risks of loss to consignor and how it can protect itself against consignee’s creditors Consignor remedies for consignee breach Law of consignments and relationship to secured finance Circumstances when UCC Article 9 does not apply to consignments   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/7/2020
    Presented
SEE MORE
Course1

Equipment Leases: Drafting & UCC Article 2A Issues

$65.00

  Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization. Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 3/3/2020
    Presented
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Course1

Successor Liability in Business Transactions

$65.00

It’s axiomatic that the sale of an asset does not carry with it the seller’s liabilities apart from any liability that may attach to the asset itself, such a lien. But there are substantial exceptions to this rule. In many instances, the asset buyer becomes liable, by operation of law, for the seller’s assets. If this liability arises, it can easily undo the basic economic assumptions of the parties entering the transaction. This program will provide you with a real world guide to identifying the risks of successor liability in transactions, including liability under common and statutory law, bankruptcy law, and discuss drafting techniques to reduce the risk of successor liability. Fact patterns giving rise to successor liability – business continuation, fraud, product line continuation, and more Buyer liability at UCC Article 9 foreclosure sales Successor liability under federal employment and environmental statutes and under state sales/use tax law Drafting techniques to limit or eliminate the risk of liability   Speaker: Allen Sparkman is a partner in the Houston, Fort Worth, and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business and co-author of “Using Limited Liability Companies, Partnerships, and Limited Partnerships in Colorado,” publishing by CLE in Colorado, Inc.  Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/27/2020
    Presented
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Course1

LIVE REPLAY: The Law of Consignments: How Selling Goods for Others Works

$65.00

In a consignment, the consignor, ships or transfers control of goods to a seller, the consignee, who agrees to market the property to buyers and pay over some portion of the sales proceeds to the consignor. The arrangement involves an intricate set of rights and obligations among the parties. There are also substantial and often overlooked risks, including that the consignee’s creditors may seek to claim a security interest in the consigned property.  If these risks are not properly understood and remedies not carefully considered, the consignor is at risk of loss. This program will provide you to the law of consignments, UCC Article 9 issues and risks, and provide practical tips for drafting consignment agreements. Structure of common consignment transactions Parties, rights and obligations – consignor as creditor, consignee as debtor, creditors Risks of loss to consignor and how it can protect itself against consignee’s creditors Consignor remedies for consignee breach Law of consignments and relationship to secured finance Circumstances when UCC Article 9 does not apply to consignments   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/20/2020
    Presented
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Course1

LIVE REPLAY: Successor Liability in Business Transactions

$65.00

It’s axiomatic that the sale of an asset does not carry with it the seller’s liabilities apart from any liability that may attach to the asset itself, such a lien. But there are substantial exceptions to this rule. In many instances, the asset buyer becomes liable, by operation of law, for the seller’s assets. If this liability arises, it can easily undo the basic economic assumptions of the parties entering the transaction. This program will provide you with a real world guide to identifying the risks of successor liability in transactions, including liability under common and statutory law, bankruptcy law, and discuss drafting techniques to reduce the risk of successor liability. Fact patterns giving rise to successor liability – business continuation, fraud, product line continuation, and more Buyer liability at UCC Article 9 foreclosure sales Successor liability under federal employment and environmental statutes and under state sales/use tax law Drafting techniques to limit or eliminate the risk of liability   Speaker: Allen Sparkman is a partner in the Houston, Fort Worth, and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business and co-author of “Using Limited Liability Companies, Partnerships, and Limited Partnerships in Colorado,” publishing by CLE in Colorado, Inc.  Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/27/2020
    Presented
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Course1

LIVE REPLAY: Drafting Business Service Agreements

$65.00

Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies.  Drafting agreements to capture this work is unlike drafting a conventional employment agreement.  It requires a sophisticated understanding of the service, benchmarks for performance and reporting, the protection of highly confidential business information, and much more. The underlying agreement must carefully create the complex interactions of all of these elements for the client to get the benefit of its bargain.  This program will provide you with a practical guide to drafting services agreements in business.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification    Speaker:  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/31/2020
    Presented
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Course1

Guaranty Agreements in Business and Commercial Transactions

$65.00

Certainty is the cardinal virtue of commercial and business transactions.  That may be certainty over the payment of money or the performance of certain functions or services, but a party to a transaction wants assurance that its counter-party will perform according to their agreement.  Commercial guarantees are an important instrument for enhancing the credit worthiness of a transaction and/or assuring performance.  Guarantees are agreements by third parties to perform functions or pay money on the default of one of the signatories to an agreement. There are many types of guarantees, each with its own drafting nuances, depending on the type of transaction involved. This program will provide you with a practical guide to drafting guarantees in commercial and business transactions. Types of guarantees – absolute v. conditional, payment v. collection, performance, downstream v. upstream Essential role of consideration for guarantee Drafting joint and several liability provisions Release of co-guarantors Enhancing cost-effective enforcement and dispute resolution Defenses to enforcement of guaranties, including misrepresentation   Speakers: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/1/2022
    Avail. Until
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Assuming Liabilities/Debt in Transactions: Tricks and Traps

$65.00

This program will provide you a practical guide to drafting for the assumption and limitation of liabilities in business and commercial transactions.  The program will cover the mechanics of assuming debt in a transaction, how it is identified, negotiated and documented. The program will discuss the related issue of how “bad conduct” carve-outs in indemnification and other limitation of liability provisions can defeat limitations on liability if the carve-outs are not carefully drafted.  Successor liability in business transactions and techniques to avoid it will also be covered. This program will provide a real-world guide to handling debt and liabilities in transactions – identifying liabilities, negotiating and documenting their transfer or other treatment, and avoiding successor liability. Identifying and documenting the assumption of liabilities Successor liability and techniques to limit it “Bad conduct” carve-outs in indemnification and limitation of liability Risks of carve-out language being over-expansive and defeating liability protection Mistakes in the treatment of liabilities in transactions  Speakers: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/19/2022
    Avail. Until
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IT Sourcing Agreements: Reviewing and Drafting Cloud Agreements

$65.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors. Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/21/2022
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Getting to Market: Sales and Distribution Agreements

$65.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. Whatever the type, these agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.  Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations Speaker: Joel R. Buckberg is of counsel in Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., where he has more than 30 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/9/2022
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Understanding Fraudulent Misrepresentations, Transfers and Voidable Transactions

$65.00

Business and real estate transactions are susceptible to fraud and fraudulently inducement.  The value of property may be overstated.  Investment promoters, developers or others seeking debt or equity financing may overstate their industry expertise or financial capacity.  Concerns about various forms of liability may be shaded to the point of outright misrepresentation. Identifying these risks in due diligence and drafting protective provisions into the underlying documents of the transaction – or spotting red flags after the deal has closed – are essential to protecting client interests.  This program will provide you with a real-world guide to the circumstances in which fraud most frequently occurs, the most important elements of investigatory due diligence, and practical preventive measures to combat fraud. Transactions and common fact patterns where fraud is most commonly seen Types of fraud – actual fraud v. fraudulent inducements, civil v. criminal Due diligence questions depending on the type of transaction Review of common types of fraud – valuation, overstating financial capacity Opportunities and limits of investigatory diligence Preventive measures to mitigate the risk of fraud in transactions  Speakers: Craig B. Kravit is the chairman and CEO of iVision International, LLC, a national firm providing clients a multi-disciplinary approach to fact-development and intelligence gathering. His company has deep experience conducting investigative diligence in connection with internal corporate matters, in support of litigation, and relating to a wide range of business and real estate transactions.  He formerly served as managing director and associate general counsel of world’s leading corporate investigations firm.  Mr. Kravit received his B.S. from Franklin & Marshall College and his J.D. from St. John’s University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/6/2022
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Just Between Us: Drafting Effective Confidentiality & Non-disclosure Agreements

$65.00

  Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability. Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability Speakers: Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.      

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/29/2022
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Drafting Escrow Agreements in Business & Commercial Transactions

$65.00

Every escrow agreement has a degree of intrinsic uncertainty.  Whether the agreement is for the release of money, property title, software code, or something else, the escrow agent has to determine whether certain conditions have been met before releasing the property held in escrow.  Making those determinations always involves a degree of judgement; and that judgment is always subject to dispute.  In this sense, escrow agreements, which are intended to limit risk and enhance the certainty of a transaction, actually introduce another layer of risk, at least when they are not very carefully drafted to capture all the material details of the underlying transaction in as basic, clear and explicit terms as possible.  When the escrow agreement does not achieve this degree of clarity, the escrow agent may be caught in substantial dispute with one or several counter-parties, threatening the underlying transaction.  This program will provide you with a practical guide to drafting escrow agreements in transactions. Defining conditions for release of property in basic, clear, explicit terms to reduce risk Drafting release instructions to tightly synchronize with the underlying transaction Inherent risks involved with escrow agent determinations Co-mingled and held in trust funds v. segregated funds Timing – how drafting too early might miss key terms in the underlying agreement Choosing the right escrow agent depending on the nature of the transaction Reducing escrow agent through E&O or other insurance Speaker:  Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/21/2022
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Course1

Incentive Compensation in Businesses, Part 2

$65.00

Companies of every type including incentivize compensation features in employee compensation packages. The range of incentive compensation tools and techniques available to these companies depends on the type of entity involved.  Corporate entities have stock options, restricted stock and other forms of profit or capital appreciation rights.  LLCs are even more flexible and can award a variety of forms of profit or capital rights.  These alternatives, together with voting and vesting restrictions, provide companies alternatives for virtually every circumstance.  But each alternative comes with tradeoffs – practical, tax and financial. This program will provide you with a real world guide to the incentive compensation alternatives in business entities. Day 1: Framework of incentive compensation alternatives for corporate v. pass-through entity Advantages and drawbacks of stock options, restricted stock, and profit participation rights How IRC Section 83 impacts corporate stock options, the award of restricted stock and other rights Use of vesting to impact the tax consequences of incentive compensation Special incentive compensation issues in S Corps Day 2: Use of profit interests and capital interest in LLCs, partnerships Exchanging incentive compensation for services Incentive compensation in single member LLCs Impact of IRC Section 409A and deferred compensation Employment tax considerations   Speakers:  Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.    

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  • 60
    Minutes
  • 5/8/2022
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Course1

Incentive Compensation in Businesses, Part 1

$65.00

Companies of every type including incentivize compensation features in employee compensation packages. The range of incentive compensation tools and techniques available to these companies depends on the type of entity involved.  Corporate entities have stock options, restricted stock and other forms of profit or capital appreciation rights.  LLCs are even more flexible and can award a variety of forms of profit or capital rights.  These alternatives, together with voting and vesting restrictions, provide companies alternatives for virtually every circumstance.  But each alternative comes with tradeoffs – practical, tax and financial. This program will provide you with a real world guide to the incentive compensation alternatives in business entities. Day 1: Framework of incentive compensation alternatives for corporate v. pass-through entity Advantages and drawbacks of stock options, restricted stock, and profit participation rights How IRC Section 83 impacts corporate stock options, the award of restricted stock and other rights Use of vesting to impact the tax consequences of incentive compensation Special incentive compensation issues in S Corps Day 2: Use of profit interests and capital interest in LLCs, partnerships Exchanging incentive compensation for services Incentive compensation in single member LLCs Impact of IRC Section 409A and deferred compensation Employment tax considerations   Speakers:  Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.    

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    Format
  • 60
    Minutes
  • 5/7/2022
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Course1

MAC Clauses in Business Transactions

$65.00

Material Adverse Change (MAC) clauses are common in most business transactions. These clauses allocate among the parties the risk of a materially adverse change occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted.  Buyers wanted maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Within the bracket of those two opposing views there are a host of narrow and technical but supremely important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions. Defining what constitutes a “Material Adverse Change” and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the risk Speakers: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.      

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  • 60
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  • 5/2/2022
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